$5m debt facility and ?2.26m placing

RNS Number : 5509S

Solo Oil Plc

24 September 2014

 



For Immediate Release

24 September 2014

SOLO OIL PLC

("Solo" or the "Company")

$5m Debt Facility and £2.26m Placing

and

Total Voting Rights

Solo Oil Plc (AIM: SOLO) announces a that it has drawn down the first US$1 million of a US$5 million 3-year debt facility secured today, and has closed a Placing of £760,000 at 0.95 pence per share and a conditional Placing of £1.5 million at 0.95 pence per share which relates to a Placing and an Equity Swap Agreement with YA Global Master SPV, Ltd. ("YAGM"). YAGM has agreed with the Company that they will not dispose of any shares acquired under their agreement for an initial 2 month period.

David Lenigas, the Company's Chairman, commented:

"Solo now has one of the strongest balance sheets in the Company's recent history and this funding will be used potentially to accelerate our efforts in Tanzania in light of the recent upgrades at our Ruvuma gas and condensate project and will also be used towards further potential farm-ins and investments in the oil and gas sector, including applications in the UK 14th onshore licensing round, in accordance with the Company's stated investing policy."

US$5 million Debt Facility:

The first US$1 million of the US$5m debt facility with YA Global Master SPV Ltd ("YAGM") has been drawn down today and carries a twelve-month repayment schedule at a fixed coupon of 10%. Any subsequent drawdowns would be on the same terms and subject to approval by YAGM.

Placing:

The Company has raised £760,000 before expenses, by way of a placing of 80,000,000 new ordinary shares ("First Placing Shares") at a placing price of 0.95 pence per share.

Placing and Equity Swap:

YAGM have subscribed for a total of 157,894,737 new ordinary shares ("Second Placing Shares") in the Company at a price of 0.95 pence per share ("Placing Price") for a gross consideration of £1,500,000. Of this amount, £750,000 will be paid back by Solo to YAGM under the Equity Swap Agreement from which Solo is expected to receive subject to adjustment a base amount of £62,500 per month for a 12-month period. The final amount of these monthly funds received by the Company under the Equity Swap Agreement will be dependent on the future price performance of the Company's ordinary shares, as set out below.

Equity Swap Agreement:

The Company and YAGM have entered into an equity swap agreement ("the Equity Swap Agreement") pursuant to which the Company will pay YAGM £750,000. In consideration for this payment, the Company will receive twelve monthly payments of £62,500, amounting to £750,000 in aggregate, between the date of admission of the First and Second Placing Shares ("Placing Shares") to trading on AIM and 3 October 2015. The monthly payments can be adjusted either: up or down dependent on the future price performance of the Company's ordinary shares.

YAGM may elect to terminate the Equity Swap Agreement and accelerate the payments due under it in certain circumstances.

YAGM has agreed that it and its affiliates will refrain from holding any net short position in respect of the Company's ordinary until the expiry or, if earlier, termination of the Equity Swap Agreement.

The issue of the Placing Shares and entry into the Equity Swap Agreement are conditional on admission of the Placing Shares to trading on AIM ("Admission"). Application is being made for the 237,894,737 Placing Shares to be admitted to trading on AIM and it is expected that Admission will occur and that trading in the new ordinary shares will commence at 8.00 am on 3 October 2014. The Placing Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.

Total Voting Rights:

Following Admission, the Company's issued share capital will consist of 5,013,194,207 Ordinary Shares with a nominal value of 0.01p each, with voting rights ("Ordinary Shares"), and 265,324,634 deferred shares of 0.69p each. The deferred shares are non-voting, are not admitted to trading on AIM and are not entitled to any participation in the profits or the assets of the Company. The Company does not hold any Ordinary Shares in Treasury. Therefore the total number of Ordinary Shares in the Company with voting rights will be 5,013,194,207.

The above figure of 5,013,194,207 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

For further information:

Solo Oil plc Neil Ritson	[phone]
Beaumont Cornish Limited Nominated Adviser and Joint Broker Roland Cornish	[phone]
Old Park Lane Capital Plc Joint Broker Michael Parnes Shore Capital Joint Broker Pascal Keane Jerry Keen (Corporate Broker) Bell Pottinger                            Public Relations Mark Antelme Henry Lerwill	[phone] [phone] [phone]

 

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